EXHIBIT 3.2 REGULATIONS AS AMENDED
ON APRIL 22, 1994
REGULATIONS
of
ARMCO INC.
Article I
SHAREHOLDERS
Section 1. ANNUAL MEETING. An annual meeting of shareholders shall
beheld on the fourth Friday in April in each year, if not a legal holiday and
if a legal holiday then on the next succeeding business day (other than
Saturday) at such time as may be fixed in the notice of the meeting, for the
election of directors, the consideration of reports to be laid before such
meeting, and the transaction of such other business as may properly come
before the meeting.
Section 2. SPECIAL MEETINGS. Special meetings of shareholders may be
held on any date, other than a legal holiday or a Saturday, when called by the
chairman of the board, the president, a vice president, or by a majority of
the members of the board of directors acting with or without a meeting, and
except as otherwise provided by law or the articles, by the holders of record
of shares entitling them to exercise at least 50% of the voting power in
respect of the purpose for which such meeting is called. Upon the request in
writing delivered to the president or the secretary by any persons entitled to
call such meeting of shareholders, stating the propositions for which such
meeting is to be called, it shall be the duty of the president or secretary to
give notice to shareholders, and if such request be refused then the persons
making such request may call a meeting by giving notice in the manner provided
by law or by the regulations.
Section 3. PLACE OF MEETINGS. Meetings of shareholders may be held at
any location in the United States as may be designated by the board of
directors.
Section 4. NOTICE OF MEETINGS. Notice of all meetings of shareholders,
stating the time, place and purpose thereof, shall be given by mail in writing
by the president or the secretary or an assistant secretary to each
shareholder of record entitled to vote at such meeting or entitled to such
notice, directed to the address of each such shareholder as it appears upon
the records of the company not more than 60 days nor less than 10 days before
such meeting.
Section 5. QUORUM. To constitute a quorum at any meeting of
shareholders for the determination of the number of directors, or the election
of directors, or for consideration and action upon reports required to be laid
before such meeting, there shall be present in person or by proxy holders of
record of shares entitling them to exercise at least one-third of the voting
power in respect of such purposes. Unless otherwise provided by law or the
articles, to constitute a quorum at any meeting of shareholders called for any
other purpose, there shall be present in person or by proxy holders of record
of shares entitling them to exercise the voting power required by the
articles, or in the absence of provision therefor in the articles, the voting
power required by law, to authorize or take the action proposed or stated in
the notice of the meeting. The shareholders present in person or by proxy at
any meeting of shareholders shall constitute a quorum for the purpose of
adjourning a meeting until a quorum competent to act at said meeting shall be
present.
Section 6. RATIFICATION OF ACTS OF DIRECTORS AND OFFICERS. Except as
otherwise provided by law or by the articles, any contract, act or transaction
of the company or of the directors or of the officers may be ratified by the
affirmative vote at a meeting of shareholders, or by the written consent with
or without a meeting, of the holders or shares entitling them to exercise a
majority of the voting power of the company, and such ratification shall be as
valid and as binding as though affirmatively voted for or consented to by
every shareholder of the company.
Article II
DIRECTORS
Section 1. NUMBER. The number of directors of the company shall be as
fixed from time to time either (i) by a resolution adopted by the affirmative
vote of the holders of shares entitling them to exercise a majority of the
voting power of the company or (ii) without action by the shareholders, by a
resolution adopted by a vote of a majority of the board of directors then in
office which does not raise the number of directors to more than thirteen or
lower the number
of directors to less than eight. The board of directors or the shareholders
may fill any director's office that is created by an increase in the number of
directors. No reduction in the number of directors shall of itself have the
effect of shortening the term of an incumbent director.
Section 2. ELECTION. The directors shall be elected by the
shareholders to hold office until the annual meeting of shareholders held next
after their election and the election and qualification of their successors.
Section 3. NOMINATIONS. Nominations for the election of directors may
be made by the board of directors or a committee appointed by the board of
directors or by any shareholder entitled to vote in the election of directors
generally. Shareholders intending to nominate director candidates for election
must deliver written notice thereof to the secretary of the company not later
than (i) with respect to an election to be held at any annual meeting of
shareholders, 90 days prior to the date one year from the date of the
immediately preceding annual meeting of shareholders, and (ii) with respect to
an election to be held at a special meeting of shareholders for the election
of directors, the close of business on the tenth day following the date on
which notice of such meeting is first given to shareholders. Such a notice
timely given by a shareholder shall set forth certain information concerning
such shareholder and his or her nominee(s), including: the name and address of
the shareholder and each nominee; the age and principal occupation or
employment of each nominee; the number of shares of equity securities
beneficially owned by each nominee; a representation that the shareholder is a
holder of record of stock entitled to vote at the meeting and intends to
appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice; a description of all arrangements or understandings
between the shareholder and each nominee; such other information regarding
each nominee as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission had the
nominee been nominated by the board of directors;and the consent of each
nominee to serve as a director of the company if elected. The company may also
require any proposed nominee to furnish other information reasonably required
by the company to determine the proposed nominee's eligibility to serve as a
director. The presiding officer at the meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedures
and any person not nominated in accordance with the foregoing procedures shall
not be eligible for election as a director.
Section 4. QUORUM. The number of directors necessary to constitute a
quorum for a meeting of the board of directors shall be such number, not less
than one-third of the authorized number of directors, as may be fixed by the
bylaws.
Section 5. COMMITTEES. The board of directors may create an executive
committee or any other committee or committees of the board consisting of
three or more directors and, to the extent permitted by law, may delegate to
any such committee any of the powers of the board and may define the extent to
which such powers are delegated.
Section 6. FEES, ETC. Each director shall be entitled to reimbursement
of his reasonable expenses incurred in attending meetings or otherwise in
connection with his attention to the affairs of the company. Each director who
is not a salaried officer of the company or of a subsidiary of the company
shall, as such director and as a member of any committee, be entitled to
receive such amounts as may be fixed from time to time by the board of
directors, in the form either of fees for attendance at meetings of the board
and of committees thereof, or of payment at the rate of a fixed sum per month,
or both.
Section 7. BYLAWS. The board of directors may adopt bylaws for their
own government not inconsistent with the articles or the regulations.
Article III
OFFICERS
Section 1. NUMBER AND DESIGNATION. The board of directors, as soon as
maybe practical after the election of directors held in each year, shall elect
a chief executive officer, a president, one or more vice presidents, a
secretary, a treasurer and a controller. From time to time, the board of
directors may elect a chief operating officer and may appoint additional vice-
presidents, assistant secretaries, assistant treasurers and other officers,
agents and employees as it may deem proper. The board of directors may, in its
discretion, elect from its members a chairman of the board, a vice
chairman of the board and a chairman of the executive committee. Any two or
more offices may be held by the same person but no officer shall execute,
acknowledge or verify any instrument in more than one capacity if such
instrument is required by law or by the regulations or bylaws to be executed,
acknowledged or verified by any two or more officers.
Section 2. TERM. Officers elected by the board of directors shall hold
office until the first meeting of the board of directors following the next
annual meeting of shareholders and until their successors are elected and
qualified. Officers appointed by the board of directors shall hold office for
such period as the board of directors may designate or, in the absence of such
designation, at the pleasure of the board.
Section 3. REMOVAL. Any officer may be removed, either for or without
cause, by the affirmative vote of a majority of the directors then in office
at any special meeting of the board called for that purpose or at any regular
meeting of the board.
Section 4. VACANCIES. Vacancies in any office of the company may be
filled for the unexpired term by the board of directors at any special meeting
of the board called for that purpose or at any regular meeting of the board.
Section 5. SALARIES. The salaries of the officers of the company
elected or appointed by the board of directors shall be fixed by, or pursuant
to authority conferred by, the board of directors.
Section 6. POWERS AND DUTIES. (a) Subject to such limitations as the
board of directors may from time to time prescribe, the officers of the
company shall each have such powers and duties as generally pertain to their
respective offices and such further powers and duties as from time to time may
be conferred by the board of directors or the executive committee.
(b) The controller shall be under the duty of keeping and maintaining
the accounts required by the General Corporation Law of Ohio to be maintained,
of preparing and laying before shareholders' meetings the statement of profit
and loss and balance sheet required by the General Corporation Law of Ohio to
be laid before such meetings, and of mailing on request a copy of such
statement and balance sheet as required by the General Corporation Law of
Ohio.
Section 7. BONDS. Any officer may be required by the board of
directors to give bond for the faithful discharge of his duties, in such sum,
with such surety or sureties, and of such character, as the board may from
time to time prescribe.
Section 8. RANK IN EMERGENCY. During an emergency, as that term is
defined in the General Corporation Law of Ohio, the order of rank and the
succession to the duties and authority of officers shall be determined by the
order in which they were listed in the minutes reporting their election at the
first meeting of directors following the last annual meeting of shareholders
or, if elected at a subsequent meeting of directors, in the order of rank
specified at the time of election to office, rather than by any special
statutory rule, but all other special emergency rules provided by statute
shall be applicable.
Article IV
INDEMNIFICATION
Section 1. MANDATORY INDEMNIFICATION. The company shall, to the full
extent permitted by applicable law, indemnify any person (and the heirs,
executors and administrators of such person) who, by reason of the fact that
he is or was a director, officer, employee or agent of the company, or of a
constituent corporation (including the new or surviving corporation) in a
consolidation or merger, or is or was serving at the request of the company,
or of such constituent corporation, as a director, officer, trustee, employee
or agent of another corporation, trust, partnership, joint venture, or other
enterprise, was or is a party or is threatened to be made a party to:
(i) any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the company), against
expenses (including attorneys' fees), judgments, fines and amounts
paid in
settlement actually and reasonably incurred by such person
in connection with any such action, suit or proceeding, or
(ii) any threatened, pending or completed action or suit by or in the
right of the company to procure a judgment in its favor, against
expenses(including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of
such action or suit.
Any indemnification by the company pursuant hereto shall be only made in
the manner and to the extent authorized by applicable law, and any such
indemnification shall not be deemed exclusive of any other rights to which
those seeking indemnification may otherwise be entitled.
Section 2. PERMISSIVE INDEMNIFICATION. In any case where Section 1 of
this Article IV does not provide for indemnification, the company may
indemnify any person (and the heirs, executors and administrators of such
person) under Section 1701.13(E)(6) of the Ohio Revised Code, or any other
similar provision of the Ohio statutes which is hereafter in effect, against
expenses, including attorneys' fees, amounts paid in settlement, and (except
in the case of an action by or in the right of the company) judgments,
decrees, fines, and penalties in connection with any potential, threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, reasonably incurred by any such person by
reason of the fact that he is or was a director, officer, employee or agent of
the company, or of a constituent corporation (including the new or surviving
corporation) in a consolidation or merger, or is or was serving at the request
of the company, or of such constituent corporation, as a director, trustee,
officer, employee, or agent of another corporation, domestic or foreign,
nonprofit or profit, partnership, joint venture, trust or other enterprise,
where such indemnification, payment or reimbursement by the company is
authorized by the directors upon the determination that such indemnification,
payment or reimbursement is in the best interests of the company.
Section 3. EFFECTIVE DATE OF SECTION 2. The provisions set forth is
Section 2 of this Article IV adopted on April 27, 1978, shall apply to amounts
accruing before or after the adoption of such Section 2.
Article V
CERTIFICATES OF STOCK
Section 1. FORM. Certificates for shares shall bear the signatures of
such officers and shall contain such statements as are required by law and
shall otherwise be in such form as the board of directors may from time to
time determine or approve.
Section 2. TRANSFERS. Shares shall be transferable on the books of the
company by the holders thereof in person or by duly authorized attorney, upon
surrender and cancellation for certificates for a like number of shares of the
same class or series, with duly executed assignment and power of transfer
endorsed thereon or attached thereto, and with such proof of the authenticity
of the signatures as the company or its agents may reasonably require.
Section 3. LOST CERTIFICATES. No certificate for shares shall be
issued in place of any certificate alleged to have been lost, stolen or
destroyed except upon the production of such evidence of the loss, theft or
destruction, and upon indemnification of the company and its agents to such
extent and in such manner, as the board of directors may from time to time
prescribe or require.
Article VI
MISCELLANEOUS
Section 1. NEGOTIABLE INSTRUMENTS. All checks, drafts, bills of
exchange, notes, acceptances, obligations and other instruments for the
payment of money shall be signed in the name of the company by such officer or
officers,
person or persons, as the board of directors may from time to time authorize.
The signature of any such officer or person may, to the extent authorized by
the board of directors, be facsimile.
Section 2. CONTRACTS. The board of directors may authorize any officer
or officers or agent or agents to enter into or execute and deliver, in the
name of and on behalf of the company, any and all deeds, bonds, mortgages,
contracts and other obligations or instruments and such authority may be
general or confined to specific instances.
Section 3. CORPORATE SEAL. The seal of the company shall be in such
form as the board of directors may designate or approve.
Section 4. FISCAL YEAR. The fiscal year of the company shall be from
the1st day of January to the 31st day of December, inclusive, in each year, or
such other twelve consecutive months as the board of directors may by
resolution designate.
Article VII
AMENDMENTS
These regulations may be altered, amended or repealed and new
regulations may be adopted at any meeting of shareholders, provided notice of
the proposed change is given in the notice of the meeting, by the affirmative
vote of the holders of shares entitling them to exercise a majority of the
voting power on such proposal, or without a meeting by the written consent of
the holders of shares entitling them to exercise a majority of the voting
power on such proposal.
The undersigned, Assistant Secretary of Armco Inc., an Ohio
corporation, hereby certifies that the foregoing is a true and
complete copy of the Regulations of said Corporation as the same
are now in full force and effect.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
affixed the seal of said Corporation this day of
, 19 .
By
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ASSISTANT SECRETARY